Local.com Rolls the Dice on Another Troubling Deal

Local.com (Nasdaq: LOCM) better hope that investors don’t start using Google (Nasdaq: GOOG), its far more powerful rival, to search for information about the last company it acquired.

Last month, Local agreed to pay $5 million -- plus another $5.9 million in potential earn-out bonuses -- for a startup technology company that provides “domain-based local advertising solutions” to small business customers. When announcing that transaction, which looks rather extravagant for a company that’s recorded net losses for the past five years, Local identified its buyout target as Octane360 and the firm’s leader as Adam Rioux. Local only later revealed in an official 8-K filing that it had actually purchased Simply Static, doing business as Octane360, a company co-founded by Rioux and a second man by the name of Mark Roah.

Local may have buried this information for a reason. In 2003, Roah agreed to plead guilty to criminal charges for artificially inflating the revenue at L90 – an Internet firm where he served as senior vice president of business development – and another web-based company called Homestore.com. According to Internet records, Roah received a one-year prison sentence, followed by three years of supervised release, as punishment for those crimes. A man with the same name and age as Roah served time in federal prison, an official database shows, regaining his freedom less than three years ago.

Back in 2003, the U.S. Securities and Exchange Commission filed charges against Roah as well. The agency accused Roah of negotiating bogus “roundtrip” business transactions designed to boost L90’s revenue, lying to the company’s auditors about those deals and then signing off on fraudulent financial statements that included the wash sales. It also claimed that Roah had “misappropriated substantial amounts of money” derived from two roundtrip sales between L90 and Homestore.com.

The SEC ordered Roah to pay more than $750,000 in restitution and interest – and barred him from serving as an officer or director of any publicly traded companies – as a result of his alleged misconduct.

Since then, Linkedin records show, Roah has resurfaced as the senior vice president of business development – filling the same post he once held at L90 -- at Octane360. As noted, under the terms of his deal with the SEC, Roah cannot serve as an officer of a public company. As Octane360’s new owner, Local has welcomed Rioux – identified in outsidepublications as Roah’s brother-in-law – to its management team as a division vice president instead.

Local did not respond to questions for this story.

Local supplied no historical financial results for Octane360 when it purchased the company. When hosting its quarterly conference call a few weeks later, however, Local did admit that Octane360 would generate no meaningful revenue – while delivering a slight hit to earnings – during the second half of the year.

“We think Octane was a great transaction with near-term benefits, but is primarily a long-term strategic investment expected to pay across-the-board dividends in 2011 and beyond,” Local CEO Heath Clarke stated during that July 26 conference call. “We firmly believe that the investments we’re making today will allow us to continue our high growth track well into the future.”

Clarke has been sending mixed signals to investors, however. He sold a huge chunk of Local stock, pocketing roughly $4 million in proceeds, back in early May. He followed up with two additional sales, cutting his original stake in Local by a total of 44%, after that. He executed the last of those transactions on the same day that Local announced the Octane360 deal.

Local’s stock, hammered last week after TheStreetSweeperraised questions about corporate management and the company’s previous acquisitions, has plummeted since that time. At $4.16 a share, the stock currently fetches about half the price it did when Clarke dumped so much of it just a few short months ago.

The Price is Right

Clarke has carried out well-timed stock sales ahead of other looming plunges in the past.

That time, Local reported a revenue shortfall and predicted a multimillion-dollar loss due to “challenges” that began to surface around the same time that Clarke sold his stock. When the stock finally rebounded the following year, Clarke started selling shares once again.

Between April of 2007 and September of 2008, trading records show, Clarke sold more than 360,000 shares of Local – cutting his reported stake in the company by roughly one-third – at prices ranging from $3.17 to $4.73 a share. By December of 2008, less than four months after Clarke executed his last transaction in that big selling spree, Local had fallen to an all-time low of just $1.20 a share.

Local rallied hard after adopting that new strategy, with the company’s stock rocketing 272% to almost $6 a share over the course of last year. Meanwhile, Local rewarded Agius handsomely for the company’s newfound success. According to regulatory filings, Agius scored a total compensation package valued at roughly $775,000 – eclipsing the 2009 payout awarded to Clarke himself – for her first 10 months on the job.

Let’s Make a Deal

Local has already seen one of its biggest acquisitions fail to pay off for investors.

In February of 2005, Local inked a $15 million deal to purchase Inspire – a Swedish technology company – in an effort to expand into the European market and become an international player in the Internet business. Local issued disappointing guidance on the day it completed that transaction, forecasting an unexpected spike in expenses, with its stock plummeting almost 35% on the news.

All told, a past news report by the Orange County Business Journal shows, Local lost about 80% of its value during the three months preceding and the three months following that deal.

Of the $15 million that Local spent on Inspire, almost $12.5 million wound up recorded on the company’s balance sheet as goodwill. Local took a small impairment charge at the end of 2005, regulatory filings show, “due to the deterioration of revenues in Europe since the acquisition of Inspire.” However, later filings indicate, Local continues to carry an estimated $12 million worth of that goodwill on its balance sheet – despite the company’s failed European venture – to this day.

At the time of Local’s latest annual report, that goodwill accounted for more than one-quarter of the company’s total assets.

Local originally promised Inspire up to $7.5 million in stock – on top of the $15 million it had already paid for the company – if Inspire met certain milestone targets. In that case, regulatory filings indicate, Local never paid those extra bonuses because Inspire failed to deliver on its goals. Under a similar deal inked with Simply Static/Octane360, however, Local has already started handing out milestone awards.

On July 28, Local issued $325,000 worth of stock to Simply Static “for payment of certain milestones achieved” just four weeks after purchasing the company. Those achievements remain unclear, however, since Local itself had just told investors – two days earlier -- to expect no lift from that new company for the remainder of this year.

Nevertheless, MDB Capital analyst Jon Hickman is clearly hoping for the best. This week, Hickman celebrated Local’s recent purchase of Octane360 – and its potential boost to future revenues – when rushing to defend the company and his bullish call on its stock.

“The recent acquisition of Octane360 provides the company with a whole new avenue of growth,” wrote Hickman, who previously disclosed a financial position in the company. “We reiterate our buy rating and price target of $15 per share.”

While Local investors wait for that payoff, the founders of Simply Static/Octane360 have already proven that they know how to strike a lucrative deal. Shortly after leaving L90, Internet records show, Roah joined forceswith Rioux to launch a new Internet-based company known as Verapass Marketing. They later sold that firm to E-Babylon, records show, which now operates under the ValueClick (Nasdaq: VCLK) umbrella.

In 2008, ValueClick agreed to pay the Federal Trade Commission a record $2.9 million fine to settle charges that the company and two of its subsidiaries – including E-Babylon – engaged in deceptive business practices. Meanwhile, regulatory filings indicate, both Roah and Rioux walked away with employment contracts promising additional payments and benefits after selling their company.

As noted, their latest firm has gone on to pocket more than $5 million since agreeing to sell itself to Local just six weeks ago. But Local investors could wait a while for any major payoff – or potential fallout – stemming from that deal.

* Note: No member of TheStreetSweeper's staff or advisory board has ever taken a financial position in Local.com or received any compensation from others who have positions in the stock. As editor of the site, Melissa Davis will never take a position in any of the stocks that she covers. To contact Ms. Davis, the author of this story, please send an email to editor@thestreetsweeper.org.